UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    Form 10-Q


(Mark one)

[X]  Quarterly  Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

For the quarterly period ended June 30, 2008


[_]  Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

For the transition period from ______________ to _____________

Commission file number 000-26703

                     MEDICAL MAKEOVER CORPORATION OF AMERICA
         ---------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                            000-11596                65-0907798
----------------------------       ------------             -------------------
(State or other jurisdiction        (Commission             (IRS Employer
of incorporation)                   file number)            Identification No.)


                     500 Australian Avenue South, Suite 700
                             West Palm Beach FL33401
           -----------------------------------------------------------
               (Address of principal executive offices)(Zip Code)


Registrant's telephone number, including area code: (561) 514-0194


                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changes since last report)





<PAGE>



Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.       Yes |X| No |_|.



Indicate by check mark whether the registrant is an accelerated filer, a
non-accelerated filer, or a smaller reporting company.

         Large accelerated filer |_|      Accelerated filer |_|
         Non-accelerated filer  |_|       Smaller reporting company |X|



Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).       Yes |X| No |_|.



                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

     As of July 31,  2008,  there were  approximately  84,908,861  shares of the
Issuer's common stock, par value $0.0001 per share outstanding.



              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain  statements in this quarterly report on Form 10-Q contain or may contain
forward-looking  statements  that  are  subject  to  known  and  unknown  risks,
uncertainties  and other factors which may cause actual results,  performance or
achievements to be materially different from any future results,  performance or
achievements  expressed  or implied by such  forward-looking  statements.  These
forward-looking  statements  were  based on  various  factors  and were  derived
utilizing  numerous  assumptions  and other  factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors  include,  but  are not  limited  to,  economic,  political  and  market
conditions and fluctuations,  government and industry regulation,  interest rate
risk, U.S. and global competition,  and other factors including the risk factors
set forth in our Form  10-KSB.  Most of these  factors are  difficult to predict
accurately and are generally  beyond our control.  You should consider the areas
of risk described in connection with any forward-looking  statements that may be
made  herein.  Readers  are  cautioned  not to  place  undue  reliance  on these
forward-looking  statements,  which  speak  only as of the date of this  report.
Readers should carefully review this quarterly report in its entirety, including
but not limited to our financial  statements and the notes  thereto.  Except for
our ongoing  obligations  to  disclose  material  information  under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking  statements, to report events or to report the occurrence of
unanticipated  events.  For  any  forward-looking  statements  contained  in any
document,  we claim  the  protection  of the  safe  harbor  for  forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.




<PAGE>



                                     INDEX

                         PART I. - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS                                               F-1

ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS          11

ITEM 3    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK          13

ITEM 4T.  CONTROLS AND PROCEDURES                                             13

                          PART II. - OTHER INFORMATION

ITEM 1    LEGAL PROCEEDINGS                                                   14

ITEM 1A.  RISK FACTORS                                                        14

ITEM 2    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS         14

ITEM 3    DEFAULTS UPON SENIOR SECURITIES                                     14

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 14

ITEM 5    OTHER INFORMATION                                                   14

ITEM 6    EXHIBITS                                                            14

SIGNATURES                                                                    15








<PAGE>


                         PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements





                          INDEX TO FINANCIAL STATEMENTS


Balance Sheet................................................................F-2

Statements of Operations.....................................................F-3

Statements of Stockholders' Equity...........................................F-4

Statements of Cash Flows.....................................................F-5

Notes to Financial Statement.................................................F-6








































                                       F-1
<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (a development stage enterprise)
                                  Balance Sheet

                                                                                  June 30,      December
                                                                                    2008        31, 2007
                                                                                ------------- ------------
                                                                                 (Unaudited)
<S>                                                                             <C>           <C>
                                     ASSETS
CURRENT ASSETS
  Cash                                                                          $           0 $          0
  Accounts receivable                                                                       0            0
                                                                                ------------- ------------
          Total current assets                                                              0            0
                                                                                ------------- ------------

OTHER ASSETS
   Mining claim interest                                                                    0            0
                                                                                ------------- ------------
          Total other assets                                                                0            0
                                                                                ------------- ------------
Total Assets                                                                    $           0 $          0
                                                                                ============= ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

     Accounts payable                                                           $      77,368 $     77,368
     Accrued liabilities                                                              138,729      105,729
     Stockholder loans and accrued interest                                            46,681       46,681
     Note payable                                                                     153,834      164,572
                                                                                ------------- ------------

          Total current liabilities                                                   416,612      394,350
                                                                                ------------- ------------

Total Liabilities                                                                     416,612      394,350
                                                                                ------------- ------------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.0001 par value, 10,000,000 shares authorized,
       0 issued and outstanding                                                             0            0
  Common stock, $0.0001 par value, authorized 200,000,000 shares;
      84,908,861 and 77,393,592 issued and outstanding                                  8,491        7,739
  Additional paid-in capital                                                        1,013,490      996,938
  Deficit accumulated during the development stage                                 (1,438,593)  (1,399,027)
                                                                                ------------- ------------

          Total stockholders' equity                                                 (416,612)    (394,350)
                                                                                ------------- ------------
Total Liabilities and  Stockholders' Equity                                     $           0 $          0
                                                                                ============= ============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       F-2
<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (a development stage enterprise)
                            Statements of Operations
                            Six Months Ended June 30,
                                   (unaudited)


                                                                                                                   From March
                                                                                                                    29, 1999
                                                 Three Months                          Six Months                 (Inception)
                                                Ended June 30,                       Ended June 30,               to June 30,
                                      ----------------------------------    --------------------------------
                                           2008                2007              2008              2007               2008
                                      --------------      --------------    --------------    --------------    ----------------
<S>                                   <C>                 <C>               <C>               <C>               <C>

REVENUES                              $            0      $            0    $            0    $            0    $         44,413
                                      --------------      --------------    --------------    --------------    ----------------

OPERATING EXPENSES
   General and administrative                 10,000              10,000            20,000            21,000           1,211,986
   Professional fees                           6,500               6,500            13,000             6,500             239,948
                                      --------------      --------------    --------------    --------------    ----------------

          Net operating loss                  16,500              16,500            33,000            27,500           1,451,934
                                      --------------      --------------    --------------    --------------    ----------------

   Interest expense                            3,304               5,856             6,566             5,856              27,206
                                      --------------      --------------    --------------    --------------    ----------------


Net loss                              $      (19,804)     $      (22,356)   $      (39,566)   $      (33,356)   $     (1,434,727)
                                      ==============      ==============    ==============    ==============    ================

Basic net loss per share              $      (0.00)       $      (0.01)     $      (0.01)     $      (0.01)
                                      ==============      ==============    ==============    ==============

Weighted average shares outstanding        5,539,040          66,389,895         5,539,040        66,389,895
                                      ==============      ==============    ==============    ==============
</TABLE>











     The accompanying notes are an integral part of the financial statements


                                       F-3
<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (a development stage enterprise)
                   Statement of Stockholders' Equity (Deficit)



                                                                                               Deficit
                                                                                             Accumulated
                                                                              Additional      During the         Total
                                                     Number of     Common       Paid-in      Development     Stockholders'
                                                      Shares        Stock       Capital         Stage           Equity
                                                   ------------- ----------- ------------- ---------------- ---------------

<S>                                                <C>           <C>         <C>           <C>              <C>
BEGINNING BALANCE, January 1, 2005                    46,996,876 $     4,700 $     460,400 $       (562,336)$       (97,236)

Shares issued for services                             4,595,505         459       257,203                0         257,662
Net loss                                                       0           0             0         (693,568)       (693,568)
                                                   ------------- ----------- ------------- ---------------- ---------------

BALANCE, December 31, 2005                            51,592,381       5,159       717,603       (1,255,904)       (533,142)
Shares issued for services                               300,000          30        16,470                0          16,500
Shares issued to settle debt and  interest expense    13,205,800       1,321       231,284                0         232,605
Net loss                                                       0           0             0          (69,104)        (69,104)
                                                   ------------- ----------- ------------- ---------------- ---------------

BALANCE, December 31, 2006                            65,098,181       6,510       965,357       (1,325,008)       (353,141)
Shares issued to settle debt and  interest expense    12,294,411       1,229        31,581                0          32,810

Net loss                                                       0           0             0          (78,730)        (78,730)
                                                   ------------- ----------- ------------- ---------------- ---------------

BALANCE, December 31, 2007                            77,392,592       7,739       996,938       (1,399,027)       (394,350)
Shares issued to settle debt and  interest expense     7,516,269         752        16,552                0          17,304
Net loss                                                       0           0             0          (39,566)        (39,566)
                                                   ------------- ----------- ------------- ---------------- ---------------
ENDING BALANCE, June 30, 2008 (unaudited)             84,908,861 $     8,491 $   1,013,490 $     (1,438,593)$      (416,612)
                                                   ============= =========== ============= ================ ===============
</TABLE>
























     The accompanying notes are an integral part of the financial statements


                                       F-4
<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (a development stage enterprise)
                            Statements of Cash Flows
                            Six Months Ended June 30,
                                   (Unaudited)

                                                                                                         From March
                                                                                                          29, 1999
                                                                                                       (Inception) to
                                                                      2008              2007           June 30, 2008
                                                               ------------------ -----------------   ----------------
<S>                                                            <C>                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                       $          (39,566)$         (33,356)  $     (1,438,593)
Adjustments to reconcile net loss to net cash used by
 operating activities:
     Stock issued for services                                                  0                 0            440,422
     Depreciation                                                               0                 0              3,445
Changes in operating assets and liabilities
     Increase (decrease) in accounts payable & acc'd expenses              33,000            27,500            216,097
     Increase (decrease) in accrued interest expense                        6,566             5,856             21,611
                                                               ------------------ -----------------   ----------------

Net cash provided (used) by operating activities                                0                 0           (757,018)
                                                               ------------------ -----------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of fixed assets                                                       0                 0            (20,671)
                                                               ------------------ -----------------   ----------------

Net cash provided (used) by investing activities                                0                 0            (20,671)
                                                               ------------------ -----------------   ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock for cash                                 0                 0            315,000
Proceeds from stockholder loan payable                                          0                 0             78,189
Payments on stockholder loans                                                   0                 0            (35,500)
Proceeds from third party notes payable                                         0                 0            420,000
                                                               ------------------ -----------------   ----------------

Net cash provided by financing activities                                       0                 0            777,689
                                                               ------------------ -----------------   ----------------

Net increase (decrease) in cash                                                 0                 0                  0
                                                               ------------------ -----------------   ----------------

CASH, beginning of period                                                       0                 0                  0
                                                               ------------------ -----------------   ----------------

CASH, end of period                                            $                0 $               0   $              0
                                                               ================== =================   ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-Cash Financing Activities:
   Common stock issued for reduction in notes payable and
 accrued interest                                              $           17,304 $          18,486
                                                               ================== =================
</TABLE>











     The accompanying notes are an integral part of the financial statements

                                       F-5
<PAGE>



                     Medical Makeover Corporation of America
                        (a development stage enterprise)

                          NOTES TO FINANCIAL STATEMENTS
                    (Information with regard to the 6 months
                   ended June 30, 2008 and 2007 is unaudited)


Note 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) The Company Medical Makeover  Corporation of America is a Delaware chartered
development  stage  corporation which conducts business from its headquarters in
West Palm Beach, Florida. It was formed on March 29, 1999.

     The  following  summarize  the more  significant  accounting  and reporting
policies and practices of the Company:

(b) Use of estimates The financial  statements  have been prepared in conformity
with  generally  accepted  accounting  principles.  In preparing  the  financial
statements, management is required to make estimates and assumptions that affect
the reported  amounts of assets and liabilities as of the date of the statements
of financial condition and revenues and expenses for the year then ended. Actual
results may differ significantly from those estimates.

(c) Start-up costs Costs of start-up activities,  including  organization costs,
are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.

(d) Stock  compensation  for  services  rendered The Company may issue shares of
common stock in exchange for  services  rendered.  The costs of the services are
valued  according  to generally  accepted  accounting  principles  and have been
charged to operations.

(e) Net income (loss) per share Basic loss per share is computed by dividing the
net income (loss) by the weighted  average  number of common shares  outstanding
during the period.

(f) Property and  equipment  All property and equipment are recorded at cost and
depreciated over their estimated useful lives,  using the straight-line  method.
Upon sale or  retirement,  the cost and  related  accumulated  depreciation  are
eliminated  from their  respective  accounts,  and the resulting gain or loss is
included in the results of operations. Repairs and maintenance charges, which do
not  increase  the useful  lives of the  assets,  are charged to  operations  as
incurred.

(g) Interim  financial  information The financial  statements for the six months
ended June 30, 2008 and 2007 are unaudited and include all adjustments  which in
the  opinion  of  management  are  necessary  for  fair  presentation,  and such
adjustments are of a normal and recurring nature. The results for the six months
are not indicative of a full year results.


NOTE 2 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company's  financial position and
operating  results  raise  substantial  doubt  about the  Company's  ability  to
continue  as a  going  concern,  as  reflected  by the net  loss  of  $1,438,593
accumulated  through June 30, 2008.  The ability of the Company to continue as a
going concern is dependent  upon  commencing  operations,  developing  sales and
obtaining  additional  capital and  financing.  The financial  statements do not
include  any  adjustments  that might be  necessary  if the Company is unable to
continue as a going concern. The Company is currently seeking additional capital
to allow it to begin its planned operations


NOTE 3 - NOTES PAYABLE

In December 2004, the Company received $20,000 and $115,000 in the first quarter
2005, in cash as a short-term  loan. This loan matures in six months and carries
a 8% interest  rate. In June 2005, the Company  received a $250,000  convertible
loan from a third party. This loan matures in six months and is in default,  and
carries a 8% interest rate.




                                       F-6
<PAGE>


                     Medical Makeover Corporation of America
                        (a development stage enterprise)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 4 - CASH AND CASH EQUIVALENTS

For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  investments  with maturity of three months or less when  purchased to be
cash equivalents


NOTE 5 - USE OF ESTIMATES

The  financial  statements  have been  prepared in  conformity  with  accounting
principles  generally  accepted in the United States. In preparing the financial
statements, management is required to make estimates and assumptions that affect
the reported  amounts of assets and liabilities as of the date of the statements
of financial condition and revenues and expenses for the year then ended. Actual
results may differ significantly from those estimates.


NOTE 6 - NON-CASH TRANSACTIONS

In the second  quarter of 2008, the Company  issued  7,516,269  shares of common
stock to settle  $14,000 of  convertible  debt and  $3,304 of  accrued  interest
thereon.






                [Balance of this page intentionally left blank.]







                                       F-7
<PAGE>



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The following  discussion and analysis  should be read in conjunction  with
our Financial Statements and Notes thereto appearing elsewhere in this Report on
Form 10-Q as well as our other SEC filings.

Overview

     The Company is a  development  stage  company and has not yet  generated or
realized any revenues from business operations.  The Company's business strategy
changed in the third quarter 2007 to seeking  potential merger  candidates.  The
Company's  auditors have issued a going concern opinion in our audited financial
statements  for the fiscal year ended  December  31,  2007.  This means that our
auditors  believe  there is doubt that the Company  can  continue as an on-going
business for the next twelve months unless it obtains  additional capital to pay
its bills.  This is because the Company has not  generated  any  revenues and no
revenues are currently anticipated. Accordingly, we must raise cash from sources
such as investments by others in the Company and through  possible  transactions
with  strategic  or joint  venture  partners.  We do not plan to use any capital
raised  for the  purchase  or sale of any plant or  significant  equipment.  The
following  discussion  and  analysis  should  be read in  conjunction  with  the
financial  statements  of the  Company  and  the  accompanying  notes  appearing
subsequently under the caption "Financial Statements."

     Comparison of Operating  Results for the Quarter Ended June 30, 2008 to the
Quarter Ended June 30, 2007

Revenues

     The Company did not  generate any revenues  from  operations  for the three
months ended June 30, 2008 or 2007. Accordingly,  comparisons with prior periods
are  not   meaningful.   The  Company  is  subject  to  risks  inherent  in  the
establishment of a new business enterprise,  including limited capital resources
and cost increases in services.

Operating Expenses

     Operating  expenses was  unchanged for the three months ended June 30, 2008
compared to the three months ended June 30, 2008, at $16,500.

Interest Expense

     Interest  expense  for the three  months  ended June 30,  2008 and 2007 was
$3,304 and $5,856, respectively.

Net Income/Loss

     Net loss  decreased by $2,552 from net loss of $22,356 for the three months
ended June 30, 2007 to a net loss of $19,804 for the three months ended June 30,
2008. The decrease in net operating loss is due to decreased interest expense.

     At June 30, 2008, our accumulated deficit was $1,438,593.

Assets and Liabilities

     Our total assets were $0 at June 30, 2008.

     Total Current  Liabilities are $416,612 at June 30, 2008. Our notes payable
are for $153,834.

Financial Condition, Liquidity and Capital Resources

     At June 30,  2008,  we had cash and cash  equivalents  of $0.  Our  working
capital is presently  minimal and there can be no assurance  that our  financial
condition  will  improve.  To  date,  we  have  not  generated  cash  flow  from
operations.



                                       11
<PAGE>



     As of June 30, 2008,  we had a working  capital  deficit of  $416,612.  The
Company will seek funds from possible  strategic and joint venture  partners and
financing to cover any short term  operating  deficits and provide for long term
working capital.  No assurances can be given that the Company will  successfully
engage  strategic  or joint  venture  partners or  otherwise  obtain  sufficient
financing through the sale of equity.

     No trends have been identified which would materially  increase or decrease
our results of operations or liquidity.

     Comparison  of Operating  Results for the Six Months Ended June 30, 2008 to
the Six Months Ended June 30, 2007

Revenues

     The Company did not  generate  any  revenues  from  operations  for the six
months ended June 30, 2008 or 2007. Accordingly,  comparisons with prior periods
are  not   meaningful.   The  Company  is  subject  to  risks  inherent  in  the
establishment of a new business enterprise,  including limited capital resources
and cost increases in services.

Operating Expenses

     Operating  expenses  increased  by $5,500  from  $27,500 for the six months
ended June 30, 2007 to $33,000 for the three  months  ended June 30,  2008.  The
increase in our net operating expenses is due to increased professional fees and
G&A expenses incurred.

Interest Expense

     Interest expense for the six months ended June 30, 2008 and 2007 was $6,566
and $5,856, respectively.

Net Income/Loss

     Net loss  increased  by $6,210  from net loss of $33,356 for the six months
ended June 30, 2007 to a net loss of $39,566  for the six months  ended June 30,
2008.  The increase in net operating  loss is due to the increased  professional
fees and G&A expenses incurred.

     At June 30, 2008, our accumulated deficit was $587,966.

Assets and Liabilities

     Our total assets were $0 at June 30, 2008.

     Total Current  Liabilities are $416,612 at June 30, 2008. Our notes payable
are for $153,834.

Financial Condition, Liquidity and Capital Resources

     At June 30,  2008,  we had cash and cash  equivalents  of $0.  Our  working
capital is presently  minimal and there can be no assurance  that our  financial
condition  will  improve.  To  date,  we  have  not  generated  cash  flow  from
operations.

     As of June 30, 2008,  we had a working  capital  deficit of  $416,612.  The
Company will seek funds from possible  strategic and joint venture  partners and
financing to cover any short term  operating  deficits and provide for long term
working capital.  No assurances can be given that the Company will  successfully
engage  strategic  or joint  venture  partners or  otherwise  obtain  sufficient
financing through the sale of equity.

     No trends have been identified which would materially  increase or decrease
our results of operations or liquidity.



                                       12
<PAGE>



Plan of Operation

     The Company's  plan of operation  through  December 31, 2008 is to focus on
finding a suitable  merger  candidate or a viable  business plan. The Company is
seeking to raise capital to implement the Company's  business  strategy.  In the
event  additional  capital  is not  raised,  the  Company  may  seek  a  merger,
acquisition or outright sale.

Critical Accounting Policies

     Use of Estimates:  The  preparation  of financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
materially from those estimates.

     Loss per share:  Basic loss per share excludes  dilution and is computed by
dividing the loss  attributable to common  shareholders by the  weighted-average
number of common  shares  outstanding  for the  period.  Diluted  loss per share
reflects  the  potential  dilution  that  could  occur  if  securities  or other
contracts to issue common stock were exercised or converted into common stock or
resulted  in the  issuance of common  stock that  shared in the  earnings of the
Company.  Diluted loss per share is computed by dividing  the loss  available to
common  shareholders by the weighted average number of common shares outstanding
for  the  period  and  dilutive   potential  common  shares  outstanding  unless
consideration  of  such  dilutive   potential  common  shares  would  result  in
anti-dilution.  Common stock  equivalents were not considered in the calculation
of diluted loss per share as their effect would have been anti- dilutive for the
periods ended June 30, 2008 and 2007.

Going Concern.

     The Company has suffered recurring losses from operations and is in serious
need of  additional  financing.  These  factors  among others  indicate that the
Company may be unable to continue as a going concern,  particularly in the event
that it cannot  obtain  additional  financing or, in the  alternative,  affect a
merger or  acquisition.  The Company's  continuation  as a going concern depends
upon its ability to generate  sufficient cash flow to conduct its operations and
its  ability  to  obtain  additional  sources  of  capital  and  financing.  The
accompanying  financial  statements do not include any  adjustments  that may be
necessary if the Company is unable to continue as a going concern.


ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not subject to any specific market risk other than that
encountered by any other public company related to being publicly traded.

ITEM 4T - CONTROLS AND PROCEDURES

     Our management,  which includes our Chief Executive Officer who also serves
as  our  principal  financial  officer,  have  conducted  an  evaluation  of the
effectiveness  of our  disclosure  controls and  procedures  (as defined in Rule
13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended)
as of a date (the "Evaluation Date") as of the end of the period covered by this
report.  Based upon that  evaluation,  our  management  has  concluded  that our
disclosure  controls and  procedures  are not  effective  for timely  gathering,
analyzing  and  disclosing  the  information  we are required to disclose in our
reports filed under the Securities Exchange Act of 1934, as amended,  because of
adjustments required by our independent auditors, primarily in the area of notes
payable.  Specifically,  our independent auditors identified deficiencies in our



                                       13
<PAGE>



internal  controls and disclosures  related to the valuation and amortization of
beneficial  conversion features on our notes payable. We have made the necessary
adjustments to our financial  statements and footnote disclosures in our Interim
Report on Form 10-Q. We are in the process of improving our internal controls in
an effort to remediate the deficiencies.  There have been no significant changes
made in our  internal  controls  or in other  factors  that could  significantly
affect our internal controls subsequent to the end of the period covered by this
report based on such evaluation.



                           PART II - OTHER INFORMATION


ITEM 1   LEGAL PROCEEDINGS

     The  Company  is a  defendant  in a civil  action  styled  Glen v.  Medical
Makeover  Corporation  of America,  et al, Case Number #  200594178H,  currently
pending in the  Circuit  Court of the Fifteen  Judicial  Circuit IN AND FOR Palm
Beach County,  Florida. The action was filed by a former employee of the company
asserting  claims against the Company  resulting  from his  discharge,  and also
includes  claims  that the  Company  took  certain  alleged  protected  business
concepts and practices  from him to and for the benefit of the Company,  for all
of which  he has  been  allegedly  damaged.  The  Company  and its  counsel  are
currently  defending this action and believe that the claims as made are without
merit and are defensible. The Company intends to vigorously defend these claims.


ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     None.


ITEM 3   DEFAULTS UPON SENIOR SECURITIES

     None


ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None


ITEM 5   OTHER INFORMATION

     None


ITEM 6   EXHIBITS

(a) The following sets forth those exhibits filed pursuant to Item 601 of
Regulation S-K:

Exhibit
No.       Description
-------  ---------------------------------
31.1   *  Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer

31.2   *  Rule  13a-14(a)/ 15d-14(a) Certification  of Principal  Financial  and
          Accounting Officer

32.1   *  Section 1350  Certification  of  Chief  Executive  Officer and  Acting
          Chief Financial Officer,

------------
*    Filed herewith.


     (b) The following sets forth the Company's reports on Form 8-K that have
been filed during the quarter for which this report is filed:

     None.


                                       14
<PAGE>





                                    SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                     Medical Makeover Corporation of America


                                      By:  /s/ Douglas P Martin
                                          ---------------------------
                                          Douglas P Martin
                                          Chief Executive Officer,
                                          President and Chairman of the Board*
Date: August 14, 2008


*    Douglas P Martin  has  signed  both on behalf of the  registrant  as a duly
     authorized officer and as the Registrant's principal accounting officer.















                                       15